Articles of Incorporation
People’s Books Cooperative
ARTICLES OF INCORPORATION
Executed by the undersigned adults, acting as incorporators for the purpose of forming a Wisconsin cooperative under Chapter 185 of the Wisconsin Statutes:
ARTICLE I
Principle Office
The name of the cooperative shall be People’s Books Cooperative (hereinafter “the Cooperative”). Its principle office shall be at 2122 E. Locust Ave. in the City and County of Milwaukee, State of Wisconsin 53211.
ARTICLE II
Purposes
The Cooperative may engage in any lawful activity within the purposes for which cooperatives may be organized under Chapter 185 of the Wisconsin Statutes.
The mission of the Cooperative is to provide books that stimulate the intellect and the spirit in a way that supports the community in building a just and sustainable society.
By way of example, but without any limitation whatsoever, the Cooperative’s purpose will be to establish a financially sound bookstore in Milwaukee, Wisconsin. The Cooperative shall conduct all of its activities for the mutual benefit of its members with due concern for the community in which it operates. The Cooperative is organized and shall be operated exclusively as a member cooperative.
ARTICLE III
Membership
The Cooperative shall have a single class of members, as defined in the bylaws.
ARTICLE IV
Capital
The Cooperative shall be organized without capital stock.
ARTICLE V
Proceeds and Debt Obligations
If any year the Cooperative’s receipts produce net proceeds, the Board may charge any loss against reserves on a practical, equitable basis. Any net proceeds of any year may also be applied to losses in prior years on a reasonable basis as determined by the Board in accordance with applicable statutes and regulations at the time.
No member, officer or director of the Cooperative shall be personally liable for the debts or obligations of the Cooperative of any nature whatsoever, nor shall the property of members, officers or directors be subject to the payment of the debts or obligations of the Cooperative.
ARTICLE VI
Directors
The number of directors, qualifications, term of office, method and manner of election shall be set forth in the Bylaws.
ARTICLE VII
Bylaws
The initial Bylaws of the Cooperative shall be adopted by the undersigned members of the temporary Board of Directors. Thereafter, Bylaws may be adopted and amended only by the members.
At any member meeting the Cooperative may adopt any amendment to its bylaws which is consistent with these Articles, and is lawful under Chapter 185 Wisconsin Statutes, if a statement of the nature of the amendment was contained in the notice of such meeting. Amendments may be made as set forth in the Bylaws.
ARTICLE VIII
Dissolution and Liquidation
In the event of dissolution or liquidation of the Cooperative, the Board of Directors shall, in the following order:
a. Pay or make provision for the payment of all liabilities of the Cooperative;
b. Any net proceeds of liquidation not subject to valid claims or owed to persons under (a) above shall be distributed to one or more organizations that are either cooperatives with articles containing limitations on distribution of assets or payment of proceeds or liquidation equivalent to these limitations or organizations exempt from federal income tax under 26 USC 501©(3) which, as all or part of their purposes, promote cooperatives.
ARTICLE IX
Amendment of Articles
The Cooperative may amend these Articles in the manner prescribed by statute and Cooperative Bylaws at the time of amendment.
ARTICLE X
Incorporators and Initial Directors
The name and address of the Incorporators and members of the temporary Board of Directors shall hold office until their successors are elected and qualified are:
Name Address
